Zhongshan Securities Co., Ltd
about
Shenzhen Crastal Technology Co.Ltd(300824)
Restricted stock incentive plan for 2021
Achievement of attribution conditions in the first vesting period of part of the first grant
of
Independent financial advisor Report
Independent financial advisor
(21 / F and 22 / F, Hisense south building, 1777 Chuangye Road, Weilan Coast Community, Yuehai street, Nanshan District, Shenzhen)
March, 2002
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. opinions of independent financial adviser six
1、 Interpretation
In this independent financial adviser's report, unless otherwise specified, the following words have the following meanings:
Interpretation item interpretation content
Shenzhen Crastal Technology Co.Ltd(300824) , the company, the company and the listed company refer to Shenzhen Crastal Technology Co.Ltd(300824) company Zhongshan securities, independent financial consultant and the independent financial consultant of Zhongshan Securities Co., Ltd
This report and this independent financial advisory report of Zhongshan Securities Co., Ltd. on Shenzhen Beiding Jinghui Technology Co., Ltd. refer to the independent financial advisory report on the first grant of the limited company's restricted stock incentive plan in 2021
Restricted stock incentive plan and this incentive plan refer to Shenzhen Crastal Technology Co.Ltd(300824) 2021 restricted stock plan and this plan incentive plan
Restricted shares refer to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding benefit conditions
Incentive objects refer to the core management personnel, core technology and business backbone of the company (including subsidiaries) who obtain restricted shares in accordance with the provisions of this incentive plan
The grant date refers to the date on which the company grants restricted shares to the incentive object, and the grant date must be the trading day
Attribution refers to the behavior of a listed company to register its shares in the account of the incentive object after the restricted stock incentive object meets the benefit conditions
Vesting date refers to the date on which the authorized shares are registered after the restricted stock incentive object meets the benefit conditions. It must be the trading day
Attribution conditions refer to the benefit conditions set up by the restricted stock incentive plan, and the incentive object is to obtain the incentive stock
The grant price refers to the price determined by the company when granting restricted shares to the incentive object and the incentive object obtains the shares of the company
The term of validity refers to the period from the date of the grant of restricted shares to the date when all the restricted shares granted to the incentive object are vested or invalid
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Company Law refers to the company law of the people's Republic of China
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020)
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The articles of association refers to the Shenzhen Crastal Technology Co.Ltd(300824) articles of association
Yuan means RMB yuan
2、 Statement
Zhongshan securities is entrusted to act as the independent financial advisor of Shenzhen Crastal Technology Co.Ltd(300824) this restricted stock incentive plan and prepare this report. The independent financial adviser's report is in accordance with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of equity incentive of listed companies, the Listing Rules of Shenzhen Stock Exchange on the gem (revised in December 2020), the guide for business handling of companies listed on the gem No. 5 - equity incentive and other laws, regulations and normative documents, On the basis of relevant materials provided by Shenzhen Crastal Technology Co.Ltd(300824) to issue independent financial advisory opinions for the reference of Shenzhen Crastal Technology Co.Ltd(300824) all shareholders and relevant parties.
(I) the documents and materials on which the independent financial adviser's report is based are provided by Shenzhen Crastal Technology Co.Ltd(300824) who has guaranteed to the independent financial adviser that all the documents and materials provided for the issuance of the independent financial adviser's report are legal, true, accurate, complete and timely without any omission, false or misleading statements, and are responsible for their legality, authenticity, accuracy, completeness and timeliness.
(II) the independent financial adviser only gives opinions on whether the restricted stock incentive plan is fair and reasonable to Shenzhen Crastal Technology Co.Ltd(300824) shareholders and its impact on shareholders' rights and interests and the sustainable operation of the listed company. It does not constitute any investment suggestions for Shenzhen Crastal Technology Co.Ltd(300824) and the independent financial adviser is not responsible for the possible risks arising from any investment decisions made by investors based on this report.
(III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor's report and make any explanation or explanation to the report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principle of being diligent, prudent and responsible to all shareholders of the listed company, and based on the principle of objectivity and impartiality, the independent financial adviser has conducted due diligence on the equity incentive matters, issued the independent financial adviser's report on this basis, and is responsible for the authenticity, accuracy and completeness of the report.
3、 Basic assumptions
The independent financial advisor's report issued by the financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely; (III) the relevant documents issued by the listed company for this restricted stock incentive plan are true and reliable; (IV) there are no other obstacles to this restricted stock incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this restricted stock incentive plan can perform all obligations in an honest and trustworthy manner in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Opinion of independent financial advisor
(I) approval procedures of this restricted stock incentive plan
1. On January 22, 2021, the company held the 12th meeting of the 3rd board of directors and the 10th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on the company's restricted stock incentive plan in 2021 (Draft) and its summary, and the proposal on the company's assessment management measures for the implementation of the restricted stock incentive plan in 2021 The independent directors of the company expressed their independent opinions on this incentive plan, such as the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive.
2. From January 23, 2021 to February 1, 2021, the company publicized the list and positions of some incentive objects granted by the restricted stock incentive plan for the first time in the company. During the publicity period, the board of supervisors of the company did not receive any objection from any organization or individual, On February 3, 2021, the company also disclosed the announcement and verification opinions of the board of supervisors on the list of incentive objects first granted by the restricted stock incentive plan in 2021.
3. On February 8, 2021, the first extraordinary general meeting of the company in 2021 deliberated and passed the proposal on the company's 2021 restricted stock incentive plan (Draft) and its summary, the proposal on the company's assessment and management measures for the implementation of the 2021 restricted stock incentive plan, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to equity incentive. The incentive plan was approved by the first extraordinary general meeting of shareholders in 2021. The board of directors was authorized to determine the granting date of restricted shares, grant restricted shares to incentive objects when incentive objects meet the conditions, and handle all matters necessary for granting restricted shares. On the same day, the company disclosed the self inspection report on insider information of the incentive plan for restricted shares in 2021 and the purchase and sale of company shares by incentive objects.
4. On February 8, 2021, the company held the 13th meeting of the third board of directors and the 11th meeting of the third board of supervisors, deliberated and adopted the proposal on the first grant of restricted shares to incentive objects, and agreed that the company would grant 594000 class II restricted shares to 26 incentive objects with February 8, 2021 as the first grant date. The independent directors of the company expressed their independent opinions, and the board of supervisors of the company verified the list of incentive objects granted restricted shares this time.
5. On November 26, 2021, the company held the 18th meeting of the third board of directors and the 16th meeting of the third board of supervisors, deliberated and adopted the proposal on granting reserved restricted shares to incentive objects,
It is agreed that the company will grant 148500 class II restricted shares to 25 incentive objects on November 26, 2021 as the reserved grant date of some incentive objects. The independent directors of the company expressed their independent opinions, the board of supervisors of the company verified the list of incentive objects granted restricted shares, and lawyers and independent financial advisers issued corresponding reports.
6. On March 23, 2022, the 20th meeting of the third board of directors of the company deliberated and approved the proposal on adjusting the attribution price of some restricted shares granted for the first time in the 2021 restricted stock incentive plan, the proposal on the achievement of attribution conditions in the first attribution period of the first part granted by the company's 2021 restricted stock incentive plan, and the proposal on canceling the part of class II restricted shares granted but not yet vested, The board of Directors considers that the vesting conditions for the first vesting period of the first part of the company's restricted stock incentive plan in 2021 have been met, and agrees that the company shall handle relevant matters of lifting the restrictions on sales and vesting according to the authorization of the general meeting of shareholders, and adjust the vesting price of restricted shares according to the actual situation of the company's equity distribution and incentive objects in 2021, The restricted shares granted but not yet vested to the incentive objects that do not meet the incentive conditions shall be invalidated. The independent directors expressed independent opinions on relevant matters, and the board of supervisors verified the attribution list of the first vesting period of the first part of the first vesting period and issued verification opinions.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Shenzhen Crastal Technology Co.Ltd(300824) 2021 restricted stock incentive plan has obtained the necessary approval and authorization for the achievement of the attribution conditions in the first attribution period, which is in line with the administrative measures, listing rules and the relevant provisions of this incentive plan.
(II) description that the first vesting period of the first part of the incentive plan meets the vesting conditions
(1) Description of the first vesting period of some class II restricted shares granted for the first time
According to the provisions of the company's incentive plan, the first vesting period of class II restricted shares granted for the first time in the incentive plan is from the first trading day after 12 months from the date of grant to the last trading day within 24 months from the date of grant. The first grant date is February 8, 2021. The class II restricted shares granted for the first time in this incentive plan will enter the first vesting period on February 9, 2022.
(2) Description of meeting the attribution conditions
According to the authorization of the company's first extraordinary general meeting in 2021 and in accordance with the relevant provisions of the company's incentive plan, the vesting conditions of some restricted shares granted for the first time in the first vesting period have been fulfilled. The achievements of the vesting conditions are described as follows:
Achievement of attribution conditions
(I) the company has not been under any of the following circumstances: 1. The financial and accounting report of the latest fiscal year has been issued with a negative opinion or an audit report that cannot express an opinion by the certified public accountant; 2. Whether the internal control of the financial report of the latest fiscal year has been issued by the certified public accountant or not
